BRAINCHIP HOLDINGS LTD — Share Issue/Capital Change 2023

May 30, 2023

Application for quotation of +securities

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Announcement Summary

Entity name

BRAINCHIP HOLDINGS LTD

Announcement Type

New announcement

Date of this announcement

Wednesday May 31, 2023

The +securities to be quoted are:

+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted

Total number of +securities to be quoted

ASX +security		Number of +securities to
code	Security description	be quoted	Issue date
BRN	ORDINARY FULLY PAID	8,000,000	31/05/2023

Refer to next page for full details of the announcement

Application for quotation of +securities

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Application for quotation of +securities

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Part 1 - Entity and announcement details

1.1 Name of entity

BRAINCHIP HOLDINGS LTD

We (the entity named above) apply for +quotation of the following +securities and agree to the matters set out in Appendix 2A of the ASX Listing Rules.

1.2 Registered number type

ACN

Registration number 151159812

1.3 ASX issuer code

BRN

1.4 The announcement is

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New announcement

1.5 Date of this announcement

31/5/2023

Application for quotation of +securities

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Application for quotation of +securities

Part 2 - Type of Issue

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2.1 The +securities to be quoted are:

+Securities issued, transferred or re-classified as a result of options being exercised or other +convertible securities being converted

2.2 The +securities to be quoted are:

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Additional +securities in a class that is already quoted on ASX ("existing class")

Application for quotation of +securities

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Application for quotation of +securities

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Part 3B - number and type of +securities to be quoted (existing class) where issue has not previously been notified to ASX in an Appendix 3B

Existing +securities converting into additional +securities in an existing class

FROM (Existing Class)
ASX +security code and description
BRNAM : RESTRICTED STOCK UNITS
TO (Existing Class)
ASX +security code and description
BRN : ORDINARY FULLY PAID
Please state the number of options	The first date the options were	The last date the options were
that were exercised or other	exercised or other +convertible	exercised or other +convertible
+convertible securities that were	securities were converted	securities were converted
converted	31/5/2023	31/5/2023
8,000,000
Is this all of the options or other +convertible securities on issue of that type		(ie have all of those options now been
exercised or have all of those convertible securities now been converted)?
No

The right of the holder of the options or other +convertible securities to receive the +underlying securities is being satisfied by: An issue of new +securities

The underlying securities being received by the holder are: Intended to be, but are not yet, quoted by ASX

Were the options being exercised or other +convertible securities being converted issued under an +employee incentive scheme? No

Issue date

31/5/2023

Will the +securities to be quoted rank equally in all respects from their issue date with the existing issued +securities in that class? Yes

Application for quotation of +securities

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Application for quotation of +securities

Issue details

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Number of +securities to be quoted

8,000,000

Are the +securities being issued for a cash consideration?

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No

Please describe the consideration being provided for the +securities

Nil consideration in accordance with an agreement.

Please provide an estimate (in AUD) of the value of the consideration being provided per +security for the +securities to be quoted

0.455000

Any other information the entity wishes to provide about the +securities to be quoted

As approved by shareholders at the AGM on 23/05/2023

Application for quotation of +securities

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Application for quotation of +securities

Part 4 - Issued capital following quotation

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Following the quotation of the +securities the subject of this application, the issued capital of the entity will comprise:

(A discrepancy in these figures compared to your own may be due to a matter of timing if there is more than one application for quotation/issuance currently with ASX for processing.)

4.1 Quoted +securities (total number of each +class of +securities quoted on ASX following the +quotation of the +securities subject of this application)

	Total number of
ASX +security code and description	+securities on issue
BRN : ORDINARY FULLY PAID	1,775,058,145

4.2 Unquoted +securities (total number of each +class of +securities issued but not quoted on ASX)

	Total number of
ASX +security code and description	+securities on issue
BRNAJ : PERFORMANCE RIGHTS	8,706,997
BRNAD : OPTION EXPIRING VARIOUS DATES VARIOUS PRICES	67,224,231
BRNAM : RESTRICTED STOCK UNITS	36,691,324

Application for quotation of +securities

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